(ii) the Transfer will not increase Lessee's and Guarantor's
 indemnity or other obligations (including with respect
 to withholding taxes) under this Agreement or the
 Guaranty, as applicable or diminish Lessee's rights
 under this Agreement (to be determined in each case at
 the time of such Transfer by applying all applicable
 laws as are in effect on the effective date of the
 Transfer or which have been enacted on or prior to such
 effective date but scheduled to come into effect
 thereafter); and

 (iii) unless an Event of Default has occurred and is
 continuing, Lessor shall be responsible for and pay (on
 or promptly after the time of

 105


 such Transfer) Lessee's and Guarantor's legal and other
 costs incurred in respect of such Transfer;

 (iv) the Transferee shall not be in bankruptcy or similar
 proceedings at the time of the transfer;

 (v) no Transferee shall be an air carrier or Affiliate
 (other than a financial institution or credit company)
 of an air carrier in competition with Lessee and
 operating similar aircraft; and

 (vi) the Transferee shall confirm in writing its agreement to
 keep the trust structure, or another tax structure not
 materially adversely affecting the tax position of this
 Lessee, in place.

 (b) Notwithstanding any such Transfer, Lessor, Owner and
 Beneficiary will remain entitled to the benefit of each
 indemnity under this Agreement to the extent that any claim
 thereunder relates to any period prior to the effective date
 of such Transfer, and shall remain entitled to the benefit of
 the liability insurances effected pursuant to this Agreement
 for a period of two years following the effective date of such
 Transfer.